Annual General Meeting (AGM) — Section 96

The Annual General Meeting is the single most important meeting of members in a company's calendar — it is the one occasion, held without fail every year, at which shareholders formally review the company's performance and exercise their statutory rights of oversight.

Statutory Requirement

Section 96(1) of the Companies Act, 2013 requires every company, other than a One Person Company, to hold an AGM each year, in addition to any other meetings. The Act fixes strict time limits:

• First AGM: must be held within 9 months from the closing of the company's first financial year. No extension of time can be granted for this first AGM.
• Subsequent AGMs: must be held within 6 months from the closing of each subsequent financial year.
• Gap between two AGMs: the interval between one AGM and the next must not exceed 15 months.
• Extension of time: the Registrar of Companies may, for special reasons, grant an extension of up to 3 months for holding an AGM (other than the first AGM).

Day, Time and Place

Under Section 96(2), an AGM must be held during business hours — that is, between 9 a.m. and 6 p.m. — on a day that is not a National Holiday, and must be held either at the company's registered office or at some other place within the city, town or village in which the registered office is situated. (An unlisted company may hold its AGM anywhere in India if all members entitled to vote give their consent in advance, and Government companies and certain other companies enjoy specific relaxations under the Rules made by the Central Government.)

Business Transacted at an AGM

The business taken up at an AGM is divided by the Act into two categories:

Ordinary business — routine matters that recur at every AGM: (i) consideration and adoption of the company's financial statements and the reports of the Board of Directors and Auditors, (ii) declaration of dividend, (iii) appointment of directors retiring by rotation and filling of the resulting vacancies, and (iv) appointment (and fixing the remuneration) of the company's Auditors. …